Section 396.-LIABILITY OF ONE WHO PERMITS HIMSELF TO BE HELD OUT AS A PARTNER.— Any one permitting himself to be represented as a partner is liable as such to third persons to whom such representation is communicated, and who, on the faith of it, give credit to the partnership. Thus, one who is not actually a partner may make himself liable for the partnership debts, if he knows that he is being represented by the firm as a partner in it, and allows such representation to be made, and it is acted upon in good faith. Civil Code, Section 2444. Section 397.-DOING BUSINESS UNDER FICTITIOUS NAME. The law provides that every partnership transacting business in this State under a fictitious name, or designation not showing the names of the persons interested as partners in such business, must file with the clerk of the county in which its principal place of business is situated, a certificate stating the names in full of all the members of such partnership and their places of residence, and must publish the same once a week for four successive weeks in a newspaper published in the county, if there be one, and if there be none in such county, then in a newspaper published in an adjoining county. There is one exception, in the case where a commercial or banking partnership, established and doing business in a foreign country, seeks to do business in this State; a foreign firm may use the same partnership name it uses at home, although fictitious, and although it does not show the names of the persons interested as partners. The certificate must be signed by the partners, and acknowledged by them, and must be published within one month after the formation or commencement of the partnership. A new certificate must be made and published whenever there is a change in the membership of the partnership. Civil Code, Sections 2466, 2467, 2468, 2469. No person, doing business under a fictitious name, or his assignee or assignees, nor any persons doing business as partners contrary to the provisions of this law, or their assignee or assignees, shall maintain any action upon or on account of any contract or contracts made, or transactions had, under such fictitious name, or in their partnership name, in any court of this state until the certificate has been filed and the publication has been made as herein required. Act of the Legislature, approved March 23, 1911. Section 398.-FORM OF CERTIFICATE OF PARTNERSHIP TRANSACTING BUSINESS UNDER FICTITIOUS NAME.-The following is a form of cerficate of partnership transacting business under fictitious name to be filed with the county clerk as provided in section 397: STATE OF CALIFORNIA City and County of San Francisco } SS. John A. Smith and Henry T. Jones, being duly sworn, say that they are partners, doing business in the City and County of San Francisco, State of California, under the firm name of John A. Smith & Co.; that the names in full of all the members of such partnership, and their places of residence, are as follows, to-wit: John Augustus Smith, residing at 914 Harrison Street, City and County of San Francisco, State of California, and Henry Thomas Jones, residing at 212 Mission Street, City and County of San Francisco, State of California; that the place where the business of said partnership is transacted is at 400 Market Street, City and County of San Francisco, State of California. In witness whereof we have hereunto set our hands and seals this.... ..day of.. 191 (Seal) (Seal) STATE OF CALIFORNIA }ss. City and County of San Francisco On this........day of..... 191.., before me, a notary public in and for the City and County of San Francisco, State of California, personally appeared John Augustus Smith, and Henry Thomas Jones, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same. Notary Public in and for the City and County of San Francisco, State of California. Section 399.-SPECIAL PARTNERSHIPS.-A special partnership may be formed in this State by two or more persons, for the transaction of any business except banking or insurance. A special partnership may consist of one or more general partners and one or more special partners. Section 400.-CERTIFIED STATEMENT OF SPECIAL PARTNERSHIP. When a special partnership is formed the partners must sign a certificate stating the name under which the partnership is to be conducted; the general nature of the business intended to be transacted; the names of all the partners, and their residences, specifying which are general and which are special partners; the amount of capital which each special partner has contributed to the common stock; and the time at which the partnership will begin and end. This certificate must be acknowledged and recorded in all the counties in which the firm has places of business. An affidavit of each of the partners must be filed for record with the certificate, stating that each of the special partners has paid in the sum named in the certificate. The certificate, or a statement of its substance, must also be published in a newspaper in the county where the original certificate is filed; and if there is no newspaper in that county, then the publication must be made in the nearest newspaper; and this publication must be made once a week for four successive weeks, beginning within one week from the time of filing the certificate for record. Civil Code, Sections 2479, 2480, 2481, 2483, 2484. Section 401.-SPECIAL PARTNERSHIP-LIABILITY OF THE PARTNERS.-The general partners in a special partnership are liable to the same extent as partners in a strictly general partnership. They are each liable for all the debts of the firm. But a special partner is only liable for the debts of the firm to the extent of the capital he has put into the business. A special partner may do things which will make him liable as a general partner; for if it appears that he has wilfully made a false statement in the certificate of partnership, or if he wilfully interferes with the business of the firm, or if he represents himself as a general partner in the firm, he will be liable as a general partner; that is, he will be liable for all debts of the firm. Civil Code, Sections 2500, 2501. Section 402.-RIGHTS OF SPECIAL PARTNERS. -Only the general partners have authority to transact the business of a special partnership. The special partner, while he has no right to engage in or interfere with the authority of the general partners to conduct the business of the firm, yet may at all times investigate the partnership affairs, and advise his partners, or their agents, as to their management of the business. A special partner may lend money to the partnership, or advance money for it, and take from it security, and as to such loans or advances he will have the same rights as any other creditor; but in case of the insolvency of the firm, all other claims which he may have against it will be postponed until all other creditors are satisfied. In all matters relating to a special partnership, the general partners may sue and be sued alone, as if there were no special partners. No special partner, under any pretense, has any right to withdraw any of the capital invested by him in the partnership, during its continuance. Civil Code, Sections 2489, 2490, 2491, 2492, 2493. Section 403.-FORM OF CERTIFICATE OF SPECIAL PARTNERSHIP.-The following is a form of the certified statement of special partnership to be made and recorded as specified in section 400: STATE OF CALIFORNIA, } County of Los Angeles. SS. Henry S. Green, John A. Jones, and Alfred T. Smith, being duly sworn, say: That they have formed a special partnership to do business at the City of Los Angeles, State of California, under the firm name of Henry S. Green & Co.; that the name under which said partnership is to be conducted is Henry S. Green & Co.; that the business intended to be transacted by said partnership is the dealing in general merchandise, and the buying and selling at retail of groceries and dry goods; that the names of all the partners, general and special, and the residence of each of said partners, are as follows, to-wit: Henry Samuel Green, a general partner, residing at No. 200 Hill Street, Los Angeles, State of California; John Arthur Jones, a general partner, residing at No. 300 Green Street, Los Angeles, State of California; and Alfred Thomas Smith, a special partner, residing at No. 500 Mason Street, City and County of San Francisco, State of California; that the amount of capital which the said Alfred Thomas Smith has contributed to the common stock of said partnership is the sum of $5000; and that said partnership will begin on the..........day of..... 191.., and end on the........day of... 191.. In witness whereof, we have hereunto set our hands and seals this... .day of.... و. 191... 191.., before me, On this........day of. a notary public in and for the County of Los Angeles, State of California, personally appeared Henry Samuel Green, John Arthur Jones, and Alfred Thomas Smith, known to me to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same. Notary Public in and for the County of (a) Affidavit That Special Partner Has Paid in His Share. An affidavit of each of the partners must be filed for record with the certificate, stating that each of the special partners have paid in the sum named in the certificate. The following is a form of this affidavit: AFFIDAVIT OF HENRY S. GREEN. STATE OF CALIFORNIA, County of Los Angeles. } SS. Henry Samuel Green, being duly sworn, says: that he is a general partner named in the certified statement of special |